Date: 12/10/97 11:04 AM
Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Regarding: File No. s7-25-97
Dear Mr. Katz:
As a conservationist, I write to strongly oppose proposed changes
in the rules governing shareholder resolutions.
These changes would make it much harder to sponsor shareholder
proposals addressing environmental concerns. First, by increasing the
percentage of votes a resolution must win to be resubmitted, the new
rules would make it hard to build support over time. Second, the new rules
would
allow company's to refuse to include a resolution on the proxy statement
if, in management's sole judgment, a resolution's sponsors are motivated
by a special interest, including, apparently, a special interest in the
environment.
From a purely financial standpoint, companies that improve
environmental performance tend to improve their stock performance as
well.
If shareholders are not able to encourage companies to act as better
environmental stewards, it is not clear who will.
I urge you to withdraw the proposed rule changes.
Sincerely,
Daniel F. Keefe
Vista, CA
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